AFFILIATE'S AGREEMENT
September 20, 2000
Humboldt Bancorp
701 Fifth Street
Eureka, California 95501
Gentlemen:
Reference is made to the Agreement and Plan of Reorganization and Merger, dated
as of September 20, 2000 (the "Reorganization Agreement"), by and among Humboldt
Bancorp ("Humboldt") and Tehama Bancorp ("Tehama"), which Reorganization
Agreement provides for the merger (the "Merger") of Tehama with and into
Humboldt, in a transaction in which, among other things, shares of the common
stock, no par value, of Tehama ("Tehama Common Stock") will be converted into
the right to receive shares of common stock, no par value, of Humboldt
("Humboldt Common Stock"), as more fully provided therein.
The undersigned has been informed that the Merger constitutes a transaction
covered by Rule 145 under the Securities Act of 1933, as amended (the
"Securities Act"); that the undersigned may be deemed to be an "affiliate" of
Tehama within the meaning of Rule 145; and that, accordingly, the shares of
Humboldt Common Stock which the undersigned may acquire in connection with the
Merger may be disposed of only in conformity with the provisions hereof and
thereof. In addition, the undersigned has been informed that the treatment of
the Merger as a pooling-of-interests for financial accounting purposes is
dependent upon the accuracy of certain of the representations and the compliance
with certain of the agreements set forth herein.
The capitalized terms used and not defined herein shall have the meaning set
forth in the Reorganization Agreement.
1. The undersigned, after inquiry of any agent with discretionary power to
transfer the undersigned's shares of Tehama Common Stock, represents,
warrants and agrees as follows:
(a) The undersigned has full power to execute this Affiliate's Agreement
and to make the representations, warranties and agreements herein, and
to perform his, her or its obligations hereunder.
(b) The undersigned has held the number of shares of Tehama Common Stock
("Tehama Shares") currently owned by the undersigned at all times
since March 31, 2000, unless otherwise set forth in Schedule 1. The
undersigned will provide Humboldt with accurate information concerning
the undersigned's ownership of such Tehama Shares for inclusion in the
Joint Proxy Statement/Prospectus to be used in connection with
Tehama's 2000 special shareholders' meeting.
(c) The undersigned currently owns no shares of Humboldt Common Stock and
has not owned any shares of Humboldt Common Stock since March 31,
2000, except as otherwise disclosed on Schedule 1 to this Agreement.
(d) The undersigned shall not sell, transfer or otherwise dispose of, or
reduce the undersigned's risk of ownership or investment in, any of
the Tehama Shares or any of the shares of Humboldt Common Stock
received by the undersigned pursuant to the Merger, for a period
beginning not less than thirty days prior to the Effective Time of the
Merger (the "Effective Time") and ending on the date Humboldt
publishes financial results covering a period of at least thirty days
of combined operations of Humboldt and Tehama following the Effective
Time; provided, however, that the undersigned may (i) exchange the
Tehama Shares for shares of Humboldt Common Stock in the Merger, and
(ii) may make bona fide gifts or distributions without consideration
so long as the recipients thereof agree not to sell, transfer or
otherwise dispose of the Humboldt Common Stock except as provided
herein.
(e) The undersigned will not sell, transfer or dispose of any shares of
Humboldt Common Stock which the undersigned may acquire in connection
with the Merger or any securities which may be paid as a dividend or
otherwise distributed thereon or with respect thereto or issued or
delivered in exchange or substitution therefor (all such shares and
other securities are sometimes collectively referred to herein as
"Restricted Securities"), or any option, right or other interest with
respect to any Restricted Securities, unless such sale, transfer or
disposition is effected (i) pursuant to an exemption from the
registration requirements of the Securities Act, including an
exemption pursuant to Rule 145 under the Securities Act as provided in
Section 3 hereof, or (ii) pursuant to an effective registration
statement under, and in compliance with, the Securities Act; provided,
however, that the undersigned may make bona fide gifts or
distributions without consideration so long as the recipients thereof
agree not to sell, transfer or otherwise dispose of the Humboldt
Common Stock except as provided herein.
(f) The undersigned has no present plan or intent to engage in a sale,
exchange, transfer, redemption or reduction in any way of the
undersigned's risk of ownership by short sale or otherwise, or other
disposition, directly or indirectly (such actions being collectively
referred to as a "Sale") of the Tehama Shares or any of the shares of
Humboldt Common Stock to be received by the undersigned pursuant to
the Merger.
(g) The undersigned has not engaged in a Sale of any shares of Tehama
Common Stock at any time since January 1, 2000 unless otherwise set
forth in Schedule 1.
(h) The undersigned is not aware of or participating in any plan or
intention on the part of the Tehama shareholders (a "Plan") to engage
in a Sale of Humboldt Common Stock to be received by such Tehama
shareholders pursuant to the Merger that will reduce such Tehama
shareholders' ownership of Humboldt Common Stock to a number of shares
having, in the aggregate, a value at the Effective Time of less than
50% of the total fair market value of the Tehama Shares or Tehama
Common Stock outstanding immediately prior to the Merger. For purposes
of this representation, shares of the Tehama Stock disposed of in a
Sale (including through the exercise of dissenters' rights) will be
considered to be outstanding stock of Tehama immediately prior to the
Merger that was exchanged for Humboldt Common Stock in the Merger, and
then disposed of pursuant to a Plan.
(i) The undersigned has no present plan or intent to (i) engage in a Sale
of the Tehama Shares (other than in exchange for Humboldt Common Stock
pursuant to the Merger), or (ii) exercise dissenters' rights in
connection with the Merger.
(j) The representations contained herein shall be true and correct at all
times from the date hereof through the Effective Time.
(k) The undersigned has consulted such legal and financial counsel as the
undersigned deems appropriate in connection with the execution of this
Affiliate's Agreement.
2. Humboldt agrees to use its best efforts to file all reports and data with
the Securities and Exchange Commission ("SEC") necessary to permit the
undersigned to sell Restricted Securities pursuant to and otherwise in
conformity with Rule 145(d) under the Securities Act.
3. Humboldt acknowledges that the provisions of Section 1(e) of this
Affiliate's Agreement will be satisfied as to any sale by the undersigned
of Restricted Securities pursuant to Rule 145(d) under the Securities Act,
as evidenced by a broker's letter stating that the requirements of Rule 145
have been met; provided, however, that if counsel for Humboldt reasonably
believes that the provisions of Rule 145 have not been complied with, or if
requested by Humboldt in connection with a proposed disposition, the
undersigned shall furnish to Humboldt a copy of a "no action" letter or
other communication from the staff of the SEC or an opinion of counsel in
form and substance reasonably satisfactory to Humboldt and its counsel, to
the effect that the applicable provisions of Paragraphs (c), (e), (f) and
(g) of Rule 144 under the Securities Act have been complied with or that
the disposition may be otherwise effected in the manner requested in
compliance with the Securities Act.
4. The undersigned also understands that stop transfer instructions will be
given to Humboldt's transfer agent with respect to the Restricted
Securities and that there will be placed on the certificates evidencing the
Restricted Securities, or any substitutions therefor, a legend stating in
substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO
WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), APPLIES AND MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE REGISTERED
HOLDER HEREOF AND HUMBOLDT BANCORP, A COPY OF WHICH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICES OF HUMBOLDT BANCORP."
Humboldt agrees that such stop transfer instructions and legend will be
promptly removed if the provisions of Section 3 are complied with.
5. This Affiliate's Agreement shall be binding upon and enforceable against
administrators, executors, representatives, heirs, legatees and devisees of
the undersigned and any pledgee holding the Restricted Securities of the
undersigned as collateral.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed the foregoing Affiliate's
Agreement as of the date first above written.
Very truly yours,
By:__________________________
Agreed to and Accepted:
HUMBOLDT BANCORP
By:_________________________________________
Theodore S, Mason, President and CEO
